X0306 4 2017-02-23 0 0001466085 INDEPENDENCE REALTY TRUST, INC IRT 0001168758 SCHAEFFER SCOTT C/O INDEPENDENCE REALTY TRUST, INC. 2 LOGAN SQUARE, 100 N. 18TH ST, 23RD FL PHILADELPHIA PA 19103 1 1 0 0 Chairman & CEO Common Stock 2017-02-23 4 F 0 13791 D 93103 D This forfeiture was undertaken solely to satisfy tax withholding liabilities relating to the vesting of restricted stock awards held by the reporting person. The reporting person made the withholding election on February 23, 2017 with respect to restricted stock that vested on January 31, 2017, February 12, 2017 and February 18, 2017. The aggregate value of the common shares so withheld was based on the closing price of the common shares on the NYSE MKT on the relevant vesting date which was $9.23, $9.29 and $9.30, respectively, and did not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities. /s/ Anders F. Laren, attorney-in-fact 2017-02-27